Results of General Meeting

RNS Number : 1222P

EnQuest PLC

14 November 2016

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

EnQuest PLC, 14 November 2016

Proposed Placing and Open Offer and Related Party Transaction

Results of General Meeting

EnQuest PLC ("EnQuest" or the "Company") is pleased to announce that at the General Meeting, duly convened and held earlier today in connection with the proposed Placing and Open Offer, all the resolutions set out in the Notice of General Meeting (contained in the combined circular and prospectus published by the Company and dated 14 October 2016) and put to the meeting were passed by the requisite majority by way of a poll.

The results of the poll, which are set out below, represent the percentage of votes cast by Shareholders who voted (either in person or by proxy).

Resolution	For*		Against		Withheld**
	Number	%	Number	%	Number
Resolution 1 (Ordinary resolution) Authority to allot shares	297,541,755	98.86	3,440,842	1.14	996,242
Resolution 2 (Special resolution) Disapplication of pre-emption rights	297,506,874	98.85	3,467,075	1.15	1,004,890
Resolution 3 (Ordinary resolution) Approval of the discount to the Issue Price	297,531,218	98.85	3,448,693	1.15	998,928
Resolution 4 (Ordinary resolution) Approval of the Related Party Transaction	297,512,479	98.87	3,405,463	1.13	1,060,897

*        Includes discretionary votes.

**      A vote 'withheld' is not a vote in law and is not counted in the calculation of the votes 'for' and 'against' the resolution.

In accordance with Listing Rule 9.6.2R, a copy of the resolutions passed by the Company at the General Meeting has been submitted to the National Storage Mechanism and will be available for inspection at www.hemscott.com/nsm.do.

The voting results will also be available on the Company's website at www.enquest.com.

The Placing and Open Offer remains subject to certain other conditions as set out in the Prospectus.

Capitalised terms used herein but not defined have the meaning given to them in the Prospectus.

Enquiries
EnQuest PLC	Tel: [phone]
Amjad Bseisu (Chief Executive) Jonathan Swinney (Chief Financial Officer) Michael Waring (Head of Communications & Investor Relations)
Sponsor and Joint Bookrunner J.P. Morgan Cazenove	Tel: [phone]
Barry Weir Jamie Riddell Charles Pretzlik
Joint Bookrunner Bank of America Merrill Lynch	Tel: [phone]
Julian Mylchreest Richard Abel Daniel Norman

IMPORTANT NOTICE

This announcement has been issued by and is the sole responsibility of EnQuest.

This announcement is not a prospectus but an advertisement and investors should not make any decision to purchase, subscribe for, otherwise acquire, sell or otherwise dispose of any New Ordinary Shares referred to in this announcement except on the basis of the information contained in the Prospectus.

A copy of the Prospectus is available from the registered office of EnQuest and on EnQuest's website at www.enquest.com. The Prospectus is not, subject to certain exceptions, available (through the website or otherwise) to Shareholders and prospective investors in the United States, Australia, Canada, Japan, the Republic of South Africa and any other jurisdiction in which the publication, distribution or release of the Prospectus would be unlawful (each an "Excluded Territory"). Neither the content of EnQuest's website nor any website accessible by hyperlinks on EnQuest's website is incorporated in, or forms part of, this announcement. The Prospectus provides further details of the New Ordinary Shares being offered pursuant to the Placing and Open Offer.

This announcement does not contain or constitute an offer to sell or the solicitation of an offer to purchase securities to any person with a registered address in, or who is resident in, any Excluded Territory or in any jurisdiction in which such an offer or solicitation is unlawful. None of the securities referred to herein have been or will be registered under the relevant laws of any state, province or territory in any Excluded Territory. Subject to certain limited exceptions, none of these materials will be released, published, distributed or forwarded in or into any Excluded Territory.

This announcement does not contain or constitute an offer for sale or the solicitation of an offer to purchase securities in the United States. The New Ordinary Shares have not been and will not be registered under the Securities Act or under any securities laws of any state or other jurisdiction of the United States and may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, within the United States except pursuant to an applicable exemption from or in a transaction not subject to the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. There will be no public offer of the New Ordinary Shares in the United States.

This announcement is for information purposes only and is not intended to and does not constitute or form part of any offer or invitation to purchase or subscribe for, or any solicitation to purchase or subscribe for, any securities in any jurisdiction. No offer or invitation to purchase or subscribe for, or any solicitation to purchase or subscribe for, any securities will be made in any jurisdiction in which such an offer or solicitation is unlawful. The information contained in this announcement is not for release, publication or distribution to persons in the United States or any other Excluded Territory, and should not be distributed, forwarded to or transmitted in or into any jurisdiction, where to do so might constitute a violation of local securities laws or regulations.

This announcement has been prepared in accordance with English law, the EU Market Abuse Regulation and the Disclosure Guidance and Transparency Rules of the Financial Conduct Authority and information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside England.

The distribution of this announcement into jurisdictions other than the United Kingdom and Sweden may be restricted by law, and, therefore, persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Any failure to comply with any such restrictions may constitute a violation of the securities laws of such jurisdiction. In particular, subject to certain exceptions, this announcement, the Prospectus (once published) and the Application Forms should not be distributed, forwarded to or transmitted in or into the United States or any other Excluded Territory.

Recipients of this announcement and/ or the Prospectus should conduct their own investigation, evaluation and analysis of the business, data and property described in this announcement and/or if and when published the Prospectus. This announcement does not constitute a recommendation concerning any investor's options with respect to the Placing and Open Offer. The price and value of securities can go down as well as up. Past performance is not a guide to future performance. The contents of this announcement are not to be construed as legal, business, financial or tax advice. Each investor or prospective investor should consult his, her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.

Certain figures contained in this announcement have been subject to rounding adjustments. Accordingly, in certain instances, the sum or percentage change of the numbers contained in this announcement may not conform exactly with the total figure given.

Notice to all investors

J.P. Morgan Securities plc (which conducts its UK investment banking services as "J.P. Morgan Cazenove") and Merrill Lynch International ("BofA Merrill Lynch") are each authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority. J.P. Morgan Cazenove and BofA Merrill Lynch are acting for EnQuest and are acting for no one else in connection with the Placing and Open Offer and will not regard any other person as a client in relation to the Placing and Open Offer and will not be responsible to anyone other than EnQuest for providing the protections afforded to their respective clients, nor for providing advice in connection with the Placing and Open Offer or any other matter, transaction or arrangement referred to herein.

Apart from the responsibilities and liabilities, if any, which may be imposed upon J.P. Morgan Cazenove and BofA Merrill Lynch by the Financial Services and Markets Act 2000 (as amended), J.P. Morgan Cazenove and/or BofA Merrill Lynch do not accept any responsibility or liability whatsoever and make no representation or warranty, express or implied, for the contents of this announcement, including its accuracy, fairness, sufficiency, completeness or verification or for any other statement made or purported to be made by it, or on its behalf, in connection with EnQuest or the New Ordinary Shares or the Placing and Open Offer and nothing in this announcement is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or future. Each of J.P. Morgan Cazenove and BofA Merrill Lynch accordingly disclaims to the fullest extent permitted by law all and any responsibility and liability whether arising in tort, contract or otherwise (save as referred to above) which it might otherwise have in respect of this announcement or any such statement. Each of J.P. Morgan Cazenove and BofA Merrill Lynch and/or their respective affiliates have from time to time engaged in, and may in future engage in, various commercial banking, investment banking and financial advisory transactions and services in the ordinary course of their business with EnQuest. They have received and will receive customary fees and commissions for these transactions and services. In addition, an affiliate of BofA Merrill Lynch and an affiliate of J.P. Morgan Cazenove are lenders under EnQuest's senior secured revolving credit facility and each such affiliate may have performed its own credit analysis on the Company. EnQuest does not intend to use proceeds from the Placing and Open Offer to repay bank debt.

No person has been authorised to give any information or to make any representations other than those contained in this announcement and the Prospectus and, if given or made, such information or representations must not be relied on as having been authorised by EnQuest or J.P. Morgan Cazenove or BofA Merrill Lynch. Subject to the Listing Rules, the Prospectus Rules and the Disclosure Guidance and Transparency Rules of the Financial Conduct Authority, the issue of this announcement shall not, in any circumstances, create any implication that there has been no change in the affairs of EnQuest since the date of this announcement or that the information in it is correct as at any subsequent date.

 

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